Movie franchises ebb and flow. Thinking about the "Star Wars" series, most people believe "The Empire Strikes Back" is the best movie of the lot, and the quality went downhill from there.

"Spider-Man 3" follows this trend. It's good, but not as good as "Spider-Man 2." Part of the problem is the movie tries too hard and gives too many storylines to follow. There are three villains, a falling meteor that changes Peter Parker and a love triangle.

The Spider-Man comic works on the level of a soap opera. Peter Parker is a nerd who has troubles and angst that would make Erica Kane envious. The second movie capitalized on that, and this movie tries to do the same. A key to soap operas is that around any corner or behind any door something can happen that will change the storyline completely.

Peter (Tobey Maguire) is on top of the world. Mary Jane (Kirsten Dunst) loves him. He plans to propose, but the shadow of Spider-Man hangs over their relationship. At the end of the last movie, Mary Jane was the toast of Broadway, but in this movie she branches out into musicals and fails. Her ego is fragile, and Spider-Man's popularity becomes a focus of her anger.

Meanwhile, a meteor falls near Peter. It contains an organism that attaches to Peter, becoming his new Spider-Man suit. It's an improvement because it doesn't tear away and it makes him stronger--but it also transforms him into an aggressive jerk. This pushes Peter to pursue Gwen Stacy (Bryce Dallas Howard), a new woman in his college physics class. This pushes Peter and Mary Jane further apart.

In the midst of this are the villains. First is Harry Osborne (James Franco), the second coming of the Green Goblin. His father, who wants Harry to avenge his death, haunts Harry. Harry believes that Spider-Man killed his father, and Harry knows that Peter is Spider-Man.

Then there's Flint Marko (Thomas Haden Church), a petty thief who embodies a concept found in comics: "Everything you know is wrong." Marko turns out to be the real killer of Peter's Uncle Ben.

Exposed to a particle accelerator, Marko becomes the Sandman--able to shape-shift into grains of sand. Knowing his role in Uncle Ben's death, added to the aggression from the new suit, fills Peter with bloodlust.

Finally, there is the presence of Eddie Brock (Topher Grace). Brock is a photographer that Peter shames because Brock doctored a photo showing Spider-Man stealing money from a bank.

When Peter realizes he needs to rid himself of the black suit, it falls on Brock--who becomes Venom. Venom is the "anti-Christ" version of Spider-Man. He is bigger and stronger, with no moral compass to keep him in check.

All of these plotlines can easily confuse a viewer in two hours 19 minutes. The good news, however, is that a dose of morality is key to the movie.

Aunt May tells Peter that life is about choices. Having revenge in the heart, she says, is a choice. It is a poor choice and something Uncle Ben would not want. He would opt instead for forgiveness.

But the movie is like an all-you-can-eat buffet: Too much is offered. You end up stuffed--and realizing less is more.